BLT: April 2016



Business & Corporate

A Primer on Canadian Foreign Investment Rules including Recent Developments

When engaging in cross-border M&A, foreign investment regulation is a significant issue that must be considered during the early stages of the transaction. In Canada, foreign investment is primarily regulated by the federal government through the Investment Canada Act and its regulations. This article provides an overview of the ICA and its regulations with a focus on acquisitions of Canadian businesses or establishments of new Canadian businesses by U.S. companies that are ultimately controlled by U.S. nationals.

Business & Corporate

Insolvency and Restructuring – The Synergies and Challenges of a Canada-U.S. Insolvency Proceeding

This article examines the evolution of bankruptcy and insolvency law and practice in the United States and Canada that has seen the emergence of increased cross border coordination and cooperation. The law and practices of the insolvency bar are reducing costs and increasing restructuring potential by using tools such as recognition proceedings and cooperation protocols between courts. There have also been material developments in the way in which Canadian courts deal with issues regarding debtor in possession financing and employee and pension rights, particularly in cross-border proceedings.

Business & Corporate

CASL – How to Send E-mails to Canadians Safely

It has been over a year since the first provisions of Canada’s Anti-Spam Legislation dealing with the sending of commercial electronic messages have come into force, and the effects upon Canadian businesses have been profound. As one of the world’s most rigorous anti-spam legislation, CASL has caused Canadian companies to examine the way in which they send electronic messages, including texts, sound, voice, and image messages (particularly in the marketing realm) and embark on compliance programs.


Business & Corporate

DELAWARE INSIDER: ESG Capital Partners II, LP v. Passport Special Opportunities Master Fund, LP – Delaware Court of Chancery Addresses Investment Fund Side Letter

In a recent opinion, the Delaware Court of Chancery considered the impact of an integration clause contained in a subscription agreement for interests in a Delaware limited partnership on a side letter between the limited partnership and an investor, as well as the authority of a general partner to cause the limited partnership to enter into such a side letter. On the facts of this case, the court found that the subscription agreement’s integration clause rendered the side letter a nullity and that the general partner did not have the authority to grant certain rights purported to be provided in the side letter.

Business & Corporate

MEMBER SPOTLIGHT: An Interview with John Gregory

John Gregory is a reminder of the amazing terrain that opens up for someone with a law degree. He’s the man behind a variety of laws of Ontario and Canada. As General Counsel in the Justice Policy Development Branch, Policy Division, Ministry of the Attorney General (Ontario), Gregory has worked on the Uniform Electronic Commerce Act and the Uniform Electronic Evidence Act, both widely adopted in Canada. He’s provided policy support for defamation law, family arbitration amendments and Strategic Litigation Against Public Participation (SLAPP). The list goes on.